Pires Investments : Circular and Notice of General Meeting

This is an important document and requires your immediate attention.

If you are in any doubt about the action you should take, you should consult an independent financial adviser. If you have recently sold or transferred your shares in Pires Investments plc you should forward this document to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The registered office of Pires Investments plc is, 9th Floor, 107 Cheapside, London EC2V 6DN. Registered in England and Wales No. 02929801.

Pires Investments plc

Notice of

Annual General Meeting

24 June 2020 at 11.00 a.m.

TO BE HELD AS A "REMOTE MEETING" ONLY

Please note that arrangements for the Annual General Meeting this year are different from those of previous years. As we expect significant restrictions on personal movement to still be in place due to Covid-19, we are utilising the provisions in the Companies Act 2006 and our Articles of Association to convene and hold this year's Annual General Meeting as a virtual meeting, which is explained in the letter from the Chairman set out on pages 4 to 6. All voting of the resolutions at the AGM will be conducted on a poll, which means that you should submit your proxy as soon as possible. There will be a limited opportunity to submit a separate poll card in a short interval after the virtual meeting formally concludes.

Contents

• Form of Proxy (enclosed)

Key times and dates

2

How to vote

Your votes matter. Please vote your shares by appointing the Chairman of the Company as your proxy. You can vote by returning the form of proxy that you received with this document.

All voting at the Annual General Meeting will be held as a poll in accordance with the provisions of our articles of association so you can rest assured that your vote will count. You will be able to submit a poll card (if you wish to change your votes contained in your completed form of proxy or have not voted prior to the meeting) in a short window after the meeting has formally closed. Instructions on how to do this will be given on the meeting platform.

A shareholder may appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the Annual General Meeting, provided that each proxy is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that shareholder. A proxy need not be a member of the Company. To be valid, the form of proxy provided or other instrument appointing a proxy must be emailed to enquiries@piresinvestments.com or received by post at the offices of Computershare Investor Services PLC, the Company's registrar, at the address shown on the form of proxy. We recommend that, on this occasion and due to restrictions on movement that are currently in place that proxies are sent by email if possible.

How to speak

If you wish to raise a question at the Annual General Meeting, we ask that you submit your question in advance. We would politely remind you that the Directors will not answer questions relating to the individual rights of shareholders at the Annual General Meeting itself, but if you wish to submit such a question by email, we will respond to the extent we are able.

If you chose to submit a question, we will confirm to you at least 48 hours in advance of the meeting that the question will be addressed. Unless you specifically request otherwise, the Chairman will put your question to the meeting and identify you by name as the person who has put the question (in the same way as he would ask you to identify yourself at an in-person meeting). Conducting the meeting in this way will allow everyone present to clearly hear the question.

In addition, there will be a short period at the start of the meeting for additional questions, but we would be very grateful if any matters could be raised in advance, as this will enable questions to be dealt with expediently.

Questions on the day will be taken by shareholders using the electronic "raise your hand" feature or typing their question into the Q&A box in the meeting. You will be kept on mute by the meeting host unless and until you are invited to ask your question(s).

Please submit any questions by email to enquiries@piresinvestments.comwith the subject line "AGM Question".

3

Chairman's letter

Dear Shareholder,

I look forward to welcoming you at the Pires Investments plc (the "Company" or "Pires") Annual General Meeting ("AGM"), on Wednesday, 24 June 2020. The AGM will start at 11.00 a.m.

In light of the ongoing Coronavirus pandemic and with a view to taking appropriate measures to safeguard its shareholders' health and make the AGM as safe and efficient as possible, the Company is invoking certain of the meetings provisions in the Companies Act 2006 and its articles of association. These provisions allow the Company to establish satellite meetings if necessary, and for the Company to make arrangements for the safety and security of shareholders. Whilst it was never envisaged that these provisions would be used for this purpose (in fact provisions of this nature are rarely invoked), they can be used, in combination, to facilitate a shareholder meeting where it is necessary, on grounds of the personal safety of all concerned, to avoid the need for persons to be in the same physical location. For the purposes of the satellite meeting provisions of the articles of association, we are designating the location of the meeting to be the place where the Chairman is located, and all other shareholders and "attendees" will be deemed to be at their own individual satellite location. The requirement that all satellite locations be connected by at least audio means is satisfied by use of the meeting platform.

We will also use this opportunity to adopt new articles of association with more comprehensive virtual and semi-virtual meetings provisions.

Accordingly, we appreciate that the Company has not done this before, and so I will explain the impact on the operation of the AGM and the voting process in some detail.

1. Before the AGM

In the usual way we ask and encourage shareholders to vote for the AGM resolutions by appointing the Chairman as a shareholder's proxy. Accordingly, shareholders are encouraged to complete the enclosed form of proxy (the "Form of Proxy") and return it by email to enquiries@piresinvestments.comor by post to Computershare Investor Services PLC (the "Registrar") of The Pavillions, Bridgewater Road, Bristol BS99 6ZY, as soon as possible. To be valid, the Form of Proxy provided or other instrument appointing a proxy must be received by 11.00 a.m. on Monday, 22 June 2020, or in the case of shares held through CREST, via the CREST system.

In accordance with article 29.1 of our articles of association, as Chairman, I am formally requiring that all of the voting at the meeting will be conducted on a poll and there will be no show of hands. This means that your votes will all be counted for all the shares that you have.

Please remember to submit any questions in advance in accordance with the instructions on page 4 by email to enquiries@piresinvestments.comwith the subject line "AGM Question".

If you wish to appoint a corporate representative, please contact the Registrar in the usual way.

2. On the Day of the Meeting

The meeting takes place at 11.00 a.m. on Wednesday, 24 June 2020.

To join the meeting type (or paste) the following web address into your web browser:

https://mmitc.webex.com/mmitc/onstage/g.php?MTID=e0467f6341be5147685d255f54642d59e

You will be asked to enter a password to gain access to the meeting. This code can be found on the section of your proxy form headed 'Attendance Instructions'. Please detach and keep this portion of the proxy form before returning the proxy form.

When the meeting opens at the appointed time, you will be able to see and hear the Chairman. The Chairman will open the meeting and address any questions that have been submitted in advance. There

4

will then be a short opportunity to put any additional questions. Shareholders should indicate if they would like to ask a question using the electronic "raise your hand" feature or by typing their question into the Q&A box in the meeting. All attendees will remain muted by the host unless and until they are invited to ask a question.

The Chairman will then formally put the resolutions to the meeting and advise of the proxy votes received in advance.

The meeting will then formally close.

As shareholders exit the meeting, they will have the option to submit an electronic poll card to record their vote. If you (a) have already submitted a proxy instruction and do not wish to change your vote; or (b) do not wish to vote, you can click on the button to skip this step.

The voting facility will switch off 30 minutes after the close of the meeting.

The results of the meeting will be announced by RNS and posted to the Company's website www.piresinvestments.comon the day of the meeting. The full poll results will also be published on this website at the same time. The business of the AGM comprises resolutions (each, a "Resolution" and together, the "Resolutions") that public companies regularly bring to shareholders.

The business of the AGM is as follows:

Resolution 1 - Report and accounts

Ordinary Resolution

This first resolution is for the Directors to present the Company's Report and Accounts for the period ended 31 October 2019 to shareholders. The Report and Accounts contain the financial statements for the 12 months' period ended 31 October 2019, together with the Strategic Report, the Directors' Report and the Auditors Report (the "October 2019 Report and Accounts").

Resolution 2 - Re-appointment of Director

Ordinary Resolution

The Company's Articles of Association split the Board into a three tier retirement designation profile and require one of the Company's board of directors (the "Directors" or the "Board") to retire each year on a rotational basis and, if they agree to do so, to offer themselves for re-election. Accordingly, Resolution 2 is to approve the re-election as a Director, of Nicholas Lee, who retires by rotation and offers himself for reelection. Biographies for all the Directors, including Nicholas Lee, are set out in the October 2019 Report and Accounts and are also set out in the Company's website (www.piresinvestments.com).

Resolution 3 - Re-appointment of Auditors

Ordinary Resolution

The auditors of a company must be appointed or re-appointed at each AGM at which the financial statements are put before shareholders. This resolution is for the shareholders to formally approve the reappointment of PKF Littlejohn LLP as auditors of the Company until the conclusion of the next AGM of the Company at which financial statements are laid. The resolution also authorises the Directors to agree the auditors' remuneration.

Resolution 4 - Authority to issue shares

Ordinary Resolution

This resolution is to grant the Directors authority to allot new ordinary shares. The last such authority was approved by shareholders in October 2019 and it will expire at the conclusion of this AGM.

Section 551 of the Companies Act 2006 (the "Act") requires that Directors be authorised by shareholders before any share capital can be issued.

5

This is an excerpt of the original content. To continue reading it, access the original document here.